Date: 5th May 2025
NOTICE OF THE MEETING OF THE DIRECTOR OF
Yokogawa Bridge Corp.
Notice is hereby given to all of Yokogawa Bridge Corp. that the meeting of the board of directors will be held on 11:00 AM on 16th December 2024 at its office at No.27, Yamano-cho, Funabashi-city, Chiba 273-0026, Japan to consider the following agenda:
To establish a Branch Office in Bangladesh.
To intimate to the Bangladesh Bank under section 18B of the Foreign Exchange Regulation Act (Amendment) 2015.
To issue the Power of Attorney to the Country Manager.
To apply to any other authorities for permission for the Branch Office.
To discuss opening two Bank accounts for the Branch office.
To assign a signatory for the bank accounts.
To avail of credit facilities.
To avail of Internet Banking Facilities on HSBCNET.
To assign a consultant for the Branch office.
Miscellaneous, if any, with the permission of the chair.
All members of the board are requested to attend the meeting.
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___________________
Yuzuru NAKAMURARepresentative Director of the Company
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
Yokogawa Bridge Corp.
The Meeting of the Board of Directors of Yokogawa Bridge Corp. was held on 16th December 2024 at 11:00 AM at its office at No.27, Yamano-cho, Funabashi-city, Chiba 273-0026, Japan.
The following Directors were present:
Sl. No.
Name
Position
Signature
1.
Yuzuru NAKAMURA
Representative Director
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2.
Katsumi KAWAKAMI
Director
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3.
Hiroshi MITSUDA
Director
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4.
Keita NAKANO
Director
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5.
Yuji YAMASHITA
Director
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6.
Akihito YOSHIDA
Director
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Mr. Yuzuru NAKAMURA has been elected as chairman of the meeting; after fulfilling the Quorum, the meeting Chairman called the meeting to order, and the agendas were taken up as follows:
Agenda No. – 01: To establish a Branch office in Bangladesh:
The meeting Chairman informed the Board that the Company intends to open a Branch office in Bangladesh in the name of “Yokogawa Bridge Corp.” for extending its business.
“RESOLVED THAT, the Board has approved to establish a Branch office in Bangladesh at the address of C/o LOCUS, Tower-52, Level 4, Road-11, Banani Block-C, Dhaka-1213, Bangladesh. The Board also confirmed that the company will apply to the Bangladesh Investment Development Authority (BIDA) for permission to open the Branch office in Bangladesh. The company also apply for the RJSC filing after obtaining the BIDA Permission Letter.”
Agenda No. – 02: To intimate to the Bangladesh Bank under section 18B of the Foreign Exchange (Amendment) Regulation Act 2015.
The meeting Chairman informed the Board regarding the reporting to the Bangladesh Bank for the Branch office opening.
“RESOLVED THAT; the Board has decided to apply to the Bangladesh Bank in compliance with under section 18B of the Foreign Exchange (Amendment) Regulations Act, 2015.”
Agenda No. –3: To issue the Power of Attorney to the Country Manager.
The meeting Chairman informed the Board regarding the appointment of the Country Manager for operating the Branch office.
“RESOLVED THAT; the board of directors hereby appoint “Mr. Hayahito ITO” to take the necessary steps for the Branch office opening on behalf of directors. And the board of directors also hereby authorized Mr. Hayahito ITO to sign and execute all documents and papers required as well as to operate, approve transactions, sign on all bank related documents and also authorized to do such act and things as required to get the approval of the concerned authorities.”
“FURTHER RESOLVED THAT; the board of directors hereby approved and issued a Power of Attorney in favor of Mr. Hayahito ITO to operate the Branch office in Bangladesh as Country Manager.”
Agenda No. – 04: To apply to any other authorities for the permission of the Branch office:
The meeting Chairman informed the Board regarding the reporting and obtaining relevant license for operating the Branch office in Bangladesh.
“RESOLVED THAT; the Board has approved to apply for the relevant license (e.g., Trade License, TIN, BIN, Import Registration Certificate, Membership Certificate, etc.) from the relevant authorities. The board also approved that the Country Manager can appoint a relevant Local Person to act as representative for obtaining those licenses.”
Agenda No. – 05: To discuss opening two Bank accounts for the Branch Office:
The Chairman informed the Board that the Company intends to open necessary account/(s) in different currencies (BDT and FC USD) as required with The Hongkong and Shanghai Banking Corporation Ltd., Bangladesh (HSBC) in the name of “Yokogawa Bridge Corp. (Dhaka Branch)” for business purposes.
“RESOLVE THAT; The decision of opening two Bank Accounts in the name of “Yokogawa Bridge Corp. (Dhaka Branch)” (FC-USD and BDT) in HSBC, Uttara Branch has been accepted and approved by the board.”
Agenda No. – 06: To assign a signatory for the bank accounts:
The Chairman informed the Board that the Company intends to appoint “Mr. Hayahito ITO' as the signatory for USD and BDT accounts.
“RESOLVE THAT; Mr. Hayahito ITO, will act as the signatory of the Bank accounts (BDT and FC USD) and the mode of operation of will be “the Single signatory”.
“FURHER RESOLVE THAT; Mr. Hayahito ITO, will be responsible for executing all documents, monetary instruments, transactional & general instructions, applications, forms, deeds, contracts, undertaking, authorization letters, etc. on behalf of the Company to operate all the accounts, maintained and to be opened with HSBC. And Form C, TM Forms, request for account statements and solvency certificate, singly signed by Mr. Hayahito ITO”.
Agenda No. – 07: To avail of credit facilities:
The Chairman informed the Board that the Company requires to avail different credit facilities of various amounts for the business of the Company from HSBC and that in this regard, upon request of the Company, HSBC has agreed to extend different credit facilities of various amounts (the amount may increase or decrease from time to time) against securities as required by HSBC and upon the terms and conditions stipulated in the relevant Facility Offer Letter(s) and/or Loan Agreement(s).
“RESOLVED UNANIMOUSLY THAT, the Company be and is hereby authorized to avail different credit facilities of various amounts (which may increase or decrease from time to time) from HSBC against securities as required by HSBC and based on the terms and conditions as stipulated in the relevant Facility Offer Letter(s), and Loan Agreement(s)”.
“FURTHER RESOLVED UNANIMOUSLY THAT, Mr. Hayahito ITO be and is hereby authorized singly to sign and execute all documents in relation to the credit facilities as offered by HSBC as stated above.”
Agenda No. – 08: To Avail Internet Banking Facilities on HSBCNet:
The Chairman informed the Board that the Company needs to use HSBCNet to carry out its various banking activities online via HSBCNet.
“RESOLVED UNANIMOUSLY THAT, the Company will avail the Internet banking facility offered by HSBC via HSBCNet.”
“FURTHER RESOLVED THAT, Mr. Hayahito ITO be and is hereby authorized singly to sign and deliver relevant documents as may be required by HSBC for availing facilities that fall under internet banking via HSBC Net.”
“FURTHER RESOLVED THAT, The “Authorizer” and “Checker” will be Mr. Hayahito ITO, and the “Maker” will be Ms. Thu Thu Aung.”
Agenda No. – 09: To assign a consultant for the branch office:
The Chairman informed the Board that the Company needs a consultant for the opening the Branch office in Bangladesh.
“RESOLVED THAT; Tokyo Consulting Firm Limited of Safura Tower (10th Floor Southern Side), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh is hereby appointed as Corporate Consultant and hereby authorized to apply for all relevant license/approval/permit for the branch office opening in Bangladesh.”
Agenda No. – 10: Miscellaneous, if any, with the permission of the chair.
As there was no other matter to be discussed, the meeting ended with a unanimous vote of thanks to the Chair.
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Yuzuru NAKAMURA
Representative Director of the Company